ADAMIS PHARMACEUTICALS CORPORATION (NASDAQ:ADMP) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On August 1, 2019, Adamis Pharmaceuticals Corporation (the “Company”), entered into an Underwriting Agreement (the “Underwriting Agreement”) with Raymond James & Associates, Inc., as representative for the several underwriters listed therein (“Underwriters”), to which the Company agreed to issue and sell to the Underwriters in an underwritten public offering (the “Offering”) an aggregate of 12,000,000 shares (the “Shares”) of common stock, $0.0001 par value per share, of the Company (the “Common Stock”) and warrants to purchase up to 12,000,000 shares of its Common Stock (the “Warrants”, together with the Shares, the “Securities”). Each share of Common Stock is being offered and sold to the public together with a warrant to purchase one share of Common Stock for a combined public offering price of $1.00 per Security. The Warrants are exercisable commencing on the date of issuance, will expire five years from the date of issuance, and have an exercise price of $1.15 per share, subject to certain adjustments.
The Company intends to use the aggregate net proceeds of the offering primarily for general corporate purposes, which include, without limitation, expenditures relating to research, development and clinical trials relating to the Company’s products and product candidates, manufacturing, capital expenditures, hiring additional personnel, acquisitions of new technologies or products, the payment, repayment, refinancing, redemption or repurchase of existing or future indebtedness, obligations or capital stock, and working capital. Under the terms of the Underwriting Agreement, the Company has granted the Underwriters an option for a period of 30 days to purchase up to an additional 1,800,000 Securities from the Company at the public offering price, after deducting the underwriting discounts and commissions to cover over-allotments, if any.
The Company expects to receive net proceeds of approximately $11,025,000 after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company, assuming no exercise of the Underwriters’ over-allotment option. If the Underwriters exercise their over-allotment option in full, the Company expects to receive net proceeds of approximately $12,717,000 after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company. The Offering is expected to close on August 5, 2019, subject to the satisfaction of customary closing conditions. Raymond James & Associates, Inc. is acting as the sole book-running manager of the Offering. Maxim Group LLC is acting as lead manager for the Offering.
The Underwriting Agreement contains customary representations, warranties, and covenants by the Company. It also provides for customary indemnification by each of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination provisions. In addition, to the terms of the Underwriting Agreement, certain officers and directors of the Company have entered into “lock-up” agreements, subject to certain exceptions, with the Underwriters that generally prohibit the sale, transfer, or other disposition of securities of the Company for a period of 90 days from the date of the Underwriting Agreement.
The Offering is being made to the Company’s effective “shelf” registration statement on Form S-3 and an accompanying prospectus (Registration No. 333-226100) filed with the Securities and Exchange Commission (the “SEC”) on July 9, 2018 and declared effective by the SEC on July 18, 2018, as supplemented by a preliminary prospectus supplement filed with the SEC on July 31, 2019.
A copy of the Underwriting Agreement is attached as Exhibit 1.1 to this Current Report on Form 8-K, and is incorporated herein by reference. A copy of the form of warrant is filed as Exhibit 4.1 to this Current Report on Form 8-K, and is incorporated herein by reference. The foregoing description of the material terms of the Underwriting Agreement and the warrants does not purport to be complete and is qualified in its entirety by reference to such exhibits, which are incorporated by reference. A copy of the legal opinion of Weintraub Tobin Chediak Coleman Grodin Law Corporation relating to the legality of the issuance and sale of the Securities being sold in the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K.
The provisions of the Underwriting Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to such agreement and are not intended as a document for investors or the public to obtain factual information about the current state of affairs of the parties to that document. Rather, investors and the public should look to other disclosures contained in the Company’s filings with the SEC, including the Prospectus Supplements.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements that involve risks and uncertainties, such as statements related to the anticipated closing of the Offering and the amount of proceeds expected from the Offering. The risks and uncertainties involved include the Company’s ability to satisfy certain conditions to closing on a timely basis or at all, as well as other risks detailed from time to time in the Company’s filings with the SEC. You are cautioned not to place undue reliance on forward-looking statements, which are based on the Company’s current expectations and assumptions and speak only as of the date of this report. The Company does not intend to revise or update any forward-looking statement in this report to reflect events or circumstances arising after the date hereof, except as may be required by law.
Item 8.01 Other Events
On July 31, 2019, the Company issued a press release announcing the Offering. On August 1, 2019, the Company issued a subsequent press release announcing the pricing of the Offering. The full texts of the press releases are set forth as Exhibits 99.1 and 99.2 attached to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| 4.1 | Form of Warrant |
| 5.1 | Opinion of Weintraub Tobin Chediak Coleman Grodin |
| 23.1 | Consent of Weintraub Tobin Chediak Coleman Grodin (included in Exhibit 5.1) |
| 99.1 | Press release dated July 31, 2019 |
| 99.2 | Press release dated August 1, 2019 |
Adamis Pharmaceuticals Corp Exhibit
EX-1.1 2 ex1-1.htm UNDERWRITING AGREEMENT ADAMIS PHARMACEUTICALS CORPORATION 8-K Exhibit 1.1 EXECUTION VERSION 12,…
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About ADAMIS PHARMACEUTICALS CORPORATION (NASDAQ:ADMP)
Adamis Pharmaceuticals Corporation is a pharmaceutical company. The Company is engaged in the development of its specialty pharmaceutical products. The Company is developing various products in the allergy and respiratory markets, including a dry powder inhaler technology that it acquired from 3M Company (3M). The Company’s product portfolio includes specialty pharmaceutical products, such as Epinephrine pre-filled syringe (PFS), APC-5000 dry powder inhaler (DPI), APC-1000 and APC-2000, and biotechnology products, such as TeloB-VAX (vaccine), APC-100, APC-200 and APC-300. The Company’s lead product candidate, the Epinephrine Injection USP 1:1000 0.3 milligram Pre-filled Single Dose Syringe, or the Epinephrine PFS, is a pre-filled syringe designed to deliver a premeasured 0.3 milligrams dose of epinephrine for the treatment of anaphylaxis. The Company also has licensed vaccine technology called somatic transgene immunization (STI) technology.